Summary
Mastercard Inc. filed an 8-K on April 20, 2020, to report an amendment to its Amended and Restated By-Laws, effective April 20, 2020. This amendment introduces an "emergency" provision, specifically Article II, Section 16, designed to ensure the continuity of Board of Directors and committee meetings during extraordinary circumstances. The new provision allows for the calling of Board or committee meetings by any director or officer through any feasible means if a quorum cannot be readily convened due to an emergency, disaster, catastrophe, or similar condition, including recognized epidemics. Notice requirements are also modified to reach only those directors who can be feasibly contacted. Importantly, any director(s) in attendance at such a meeting will constitute a quorum, enabling the Board to continue its governance functions and make necessary appointments even when faced with significant disruptions.
Key Highlights
- 1Mastercard amended its By-Laws effective April 20, 2020.
- 2A new "emergency" provision has been added (Article II, Section 16).
- 3This provision addresses situations where a quorum of the Board or committees cannot be readily convened due to emergencies.
- 4Emergencies include disasters, catastrophes, and recognized epidemics.
- 5Meetings can be called by any director or officer via any feasible means.
- 6Notice may be provided only to directors who can be feasibly reached.
- 7Directors in attendance at an emergency meeting will constitute a quorum, ensuring operational continuity.